AGREEMENT AND PLAN OF MERGER

EXHIBIT 2.1

Execution Copy

THIS AGREEMENT AND PLAN OF MERGER, dated as of April 30, 2007 (this “ Agreement ”), is made by and between NATIONAL CITY CORPORATION , a Delaware corporation (“ National City ”), and MAF BANCORP, INC. , a Delaware corporation (“ MAF ”). National City and MAF are sometimes referred to herein collectively, as “Parties”, and each, as a “Party”.

A.     Upon the terms and subject to the conditions set forth in this Agreement, the Parties intend to effect a merger of MAF with and into National City (the “ Merger ”), with National City the surviving corporation (the “ Surviving Corporation ”).

B.      The respective boards of directors of National City and MAF have each determined that the Merger and the other transactions contemplated hereby are in the best interest of their respective stockholders, and therefore, have approved the Merger, this Agreement, the plan of merger in this Agreement and the consummation of the transactions contemplated hereby.

C.      For Federal income tax purposes, it is intended that the Merger shall qualify as a reorganization under the provisions of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “ Code ”), and that this Agreement be and hereby is adopted as a “plan of reorganization” within the meaning of Sections 354 and 361 of the Code.

NOW, THEREFORE, in consideration of the foregoing premises and the representations, warranties and agreements contained herein, the Parties hereby agree as follows:

1.1     Certain Defined Terms . As used in this Agreement, in addition to the terms defined elsewhere herein, the following terms shall have the following meanings ascribed to them in this Section 1.1:

“ Action ” means any claim, action, suit, arbitration, inquiry, hearing, investigation or proceeding by or before any Governmental Authority.

“ Affiliate ” means, when used with reference to a specified Person, another Person that, either directly or indirectly, through one or more intermediaries, Controls, is controlled by, or is under common control with, the Person specified.

“ Associate ” has the meaning ascribed to such term in Rule 12b-2 of the General Rules and Regulations under the Exchange Act.

“ Average National City Stock Price ” means the average of the per share closing prices of the National City Common Stock on the New York Stock Exchange (as reported by The Wall Street Journal (Mid-West Edition)) for the twenty (20) trading day period ending on the trading day immediately preceding, but not including, the Federal Approval Date (the “ Twenty Day

Period ”) (for the sake of clarity, such twentieth (20th) trading day shall be considered the last full trading day included within the valuation period). The Average National City Stock Price shall be calculated to the nearest one hundredth of one cent.

“ BHC Act ” means the Bank Holding Company Act of 1956, as amended.

“ Business Day ” means any day that is not a Saturday, a Sunday or other day that The Federal Reserve Bank of Cleveland is closed.

“ Claim ” means a claim, demand, assessment, Governmental Order, Action or settlement involving an Indemnifiable Loss.

“ Confidentiality Agreements ” means the letter agreement dated November 21, 2006, between the Parties regarding the use of confidential information of MAF and the letter agreement dated April 4, 2007, between the Parties regarding the use of confidential information of National City.

“ Control ” (including the term “controlled by” and “under common control with”) means the possession, directly or indirectly or as trustee or executor, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of stock, as trustee or executor, by contract or credit arrangement or otherwise.

“ DGCL ” means the General Corporation Law of the State of Delaware.

“ Disclosure Letters ” means the MAF Disclosure Letter and the National City Disclosure Letter, collectively.

“ Domain Names ” means Internet electronic addresses, uniform resource locators and alpha-numeric designations associated therewith registered with or assigned by any domain name registrar, domain name registry or other domain name registration authority as part of an electronic address on the Internet and all applications for any of the foregoing.

“ DSUs ” means deferred stock units outstanding under the MAF Deferred Compensation Plans.

“ Environmental Law ” means any Law relating to (i) the health, protection, preservation, containment or restoration of the environment including, without limitation, air, water vapor, surface water, groundwater, drinking water supply, surface soil, subsurface soil, wetlands, plant and animal life or any other natural resource, conservation, and/or (ii) the use, storage, recycling, treatment, generation, transportation, processing, handling, labeling, production, release or disposal of Hazardous Substances. The term Environmental Law includes, without limitation, (x) the Comprehensive Environmental Response, Compensation and Liability Act, as amended, 42 U.S.C. Section 9601, et   seq. ; the Superfund Amendments and Reauthorization Act of 1986, 42 U.S.C. 9601(2)(D); the Resource Conservation and Recovery Act, as amended, 42 U.S.C. Section 6901, et   seq. ; the Clean Air Act, as amended, 42 U.S.C. Section 7401, et   seq. ; the Federal Water Pollution Control Act, as amended by the Clean Water Act, 33 U.S.C. Section 1251, et   seq. ; the Toxic Substances Control Act, as amended, 15 U.S.C. Section 9601, et   seq. ; the Emergency Planning and Community Right to Know Act, 42 U.S.C. Section 11001, et  

seq. ; the Safe Drinking Water Act, 42 U.S.C. Section 300f, et   seq. ; and all comparable state and local Laws respecting the interpretation or enforcement of same and (y) any common law (including without limitation common law that may impose strict liability) that may impose liability for injuries or damages due to the release of any Hazardous Substance.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended through the date hereof.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended through the date hereof and the rules and regulations promulgated thereunder.

“ Exchange Ratio ” means the quotient of (i) $56.00 divided by (ii) the Average National City Stock Price; provided , however , that:

“ Federal Approval Date ” means the day the FRB issues an order approving consummation of the Merger.

“ Final Index Price ” shall mean the average of the value of the Index as of the close of trading on each of the trading days as reported by Bloomberg L.P. or such other recognized electronic source during the Twenty Day Period.

“ FRB ” means the Federal Reserve Board.

“ Governmental Authority ” means (i) any United States federal, state or local government, governmental, regulatory or administrative authority, agency, panel, instrumentality, political subdivision, branch, department, official, entity or commission, (ii) any court, tribunal, or judicial or arbitral or mediation body, or (iii) governmental or quasi-governmental body exercising, or entitled to exercise, any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power of any nature pertaining to government.

“ Governmental Order ” means (i) any order, writ, judgment, ruling, injunction, decree, stipulation, determination, directive or award entered by or with any Governmental Authority, (ii) any written agreement or memorandum of understanding with a Governmental Authority, (iii) any commitment letter or board resolution to a Governmental Authority, or (iv) any extraordinary supervisory letter from a Governmental Authority.

“ Hazardous Substance ” means (i) any hazardous wastes, toxic chemicals, materials, substances or wastes as defined by or regulated by any Environmental Law; (ii) any “oil,” as defined by the Clean Water Act, as amended from time to time, and regulations promulgated thereunder (including crude oil or any fraction thereof and any petroleum products or derivatives thereof); (iii) any substance, the presence of which is prohibited, regulated or controlled by any applicable Laws now in force or hereafter enacted relating to waste disposal or environmental protection with respect to the exposure to, or manufacture, possession, presence, use, generation, storage, transportation, treatment, release, emission, discharge, disposal, abatement, cleanup, removal, remediation or handling of any such substance; (iv) any asbestos or asbestos-containing materials, polychlorinated biphenyls (PCBs) in the form of electrical equipment, fluorescent light fixtures with ballasts, cooling oils or any other form, urea formaldehyde, atmospheric radon; (v) any solid, liquid, gaseous or thermal irritant or contaminant, such as smoke, vapor, soot, fumes, alkalis, acids, chemicals, pesticides, herbicides, sewage, industrial sludge or other similar wastes; (vi) industrial, nuclear or medical by-products; (vi) any lead based paint or coating; and (viii) any underground storage tank(s).

“ HOLA ” means the Home Owners’ Loan Act of 1933, as amended.

“ Indemnifiable Loss ” means any and all costs, damages, disbursements, obligations, penalties, liabilities, losses, expenses, assessments, judgments, settlements or deficiencies (including any interest, penalties, investigation, legal, accounting and other costs and expenses reasonably incurred in the investigation, collection, prosecution and defense of any Action and amounts paid in settlement), actually paid or incurred by a D&O Indemnitee, as applicable.

“ Index ” shall mean the KBW Bank Index (as published by Bloomberg L.P. as the “BKX Index”).

“ Initial National City Stock Price ” shall mean $36.90.

“ Initial Index Price ” shall mean $114.78.

“ Intellectual Property ” means any and all patents and patent applications; trademarks, service marks, trade names, brand names, trade dress, slogans, logos and Domain Names, and the goodwill associated with any of the foregoing; inventions (whether patentable or not), industrial designs, discoveries, improvements, ideas, designs, models, formulae, patterns, compilations, data collections, drawings, blueprints, mask works, devices, methods, business methods, techniques, processes, know-how, proprietary information, customer lists, software, technical information and trade secrets; copyrights, copyrightable works, and rights in databases and data collections; economic rights of authors and inventors; other intellectual or industrial property rights and foreign equivalent or counterpart rights and forms of protection of a similar or analogous nature to any of the foregoing or having similar effect in any jurisdiction throughout

the world; and registrations and applications for registration of any of the foregoing, including any renewals, extensions, continuations (in whole or in part), divisionals, re-examinations or reissues or equivalent or counterpart thereof; and all documentation and embodiments of the foregoing.

“ IRS ” means the United States Internal Revenue Service.

“ Knowledge of MAF ” means the actual knowledge, after reasonable due inquiry, of the Persons identified in Section 1.1 of the MAF Disclosure Letter.

“ Knowledge of National City ” means the actual knowledge, after reasonable due inquiry, of the Persons identified in Section 1.1 of the National City Disclosure Letter.

“ Law ” means any United States federal, state, local statute, law, ordinance, regulation, rule, code, Governmental Order, license, permit, authorization, approval, consent, agreement, or requirement enacted, adopted, issued or promulgated by any Governmental Authority.

“ Lien ” means any security interest, pledge, mortgage, lien, charge, hypothecation, option to purchase or lease or otherwise acquire any interest, conditional sales agreement, adverse claim of ownership or use, title defect, easement, right of way or other encumbrance of any kind, other than those arising by reason of restrictions on transfers under federal, state and foreign securities Laws.

“ Loan Portfolio Properties, Trust Properties and Other Properties ” means any real property, interest in real property, improvements, appurtenances, rights and personal property attendant thereto, which is owned, leased as a landlord or a tenant, licensed as a licensor or licensee, managed or operated or upon which is held a mortgage, deed of trust, deed to secure debt or other security interest by MAF or any MAF Subsidiary whether directly, as an agent, as trustee or other fiduciary or otherwise.

“ MAF Common Stock ” means the common stock, par value $0.01 per share, of MAF.

“ MAF Disclosure Letter ” means a letter delivered by MAF to National City on or before the execution and delivery of this Agreement setting forth, among other things, items the disclosure of which is required under this Agreement, either in response to an express disclosure requirement contained in a provision of this Agreement or as an exception to one or more of the representations, warranties or covenants of MAF contained in this Agreement. The MAF Disclosure Letter is arranged in a format in which the disclosures made therein are arranged in paragraphs or sections corresponding to the numbered and lettered sections and subsections of this Agreement, however, the matters expressly disclosed in the MAF Disclosure Letter shall not be specifically limited to the corresponding representation, warranty or covenant to which such disclosure paragraph or section relates. The inclusion of any matter in the MAF Disclosure Letter shall not be deemed an admission or otherwise to imply that any such matter is material for purposes of this Agreement or any other reason.

“ Material Adverse Effect ” means, with respect to a Party, any event, occurrence or effect that (i) has a material negative impact on the financial condition, business or results of operations of the Party and its Subsidiaries, taken as a whole, or (ii) would materially impair the ability of

the Party to perform its obligations under this Agreement or to consummate the transactions contemplated hereby on a timely basis; provided , however , that in determining whether a Material Adverse Effect has occurred, there shall be excluded (with respect to each of clause (A), (B), (C) or (D), to the extent that the effect of a change on it is not materially different than the U.S. banking or financial services organizations identified in Section 1.1 of the National City Disclosure Letter) any effect to the extent attributable to or resulting from (A) any changes in Laws or interpretations of Laws generally affecting U.S. banking or financial services organizations, (B) any change in U.S. GAAP or regulatory accounting requirements, generally affecting U.S. banking or financial services organizations, but not uniquely relating to the Party, (C) events, conditions or trends in economic, business or financial conditions generally or affecting U.S. banking or financial services organizations specifically (including changes in interest rates and changes in the markets for securities), (D) changes in national or international political or social conditions including the engagement by the United States in hostilities, whether or not pursuant to the declaration of a national emergency or war, or the occurrence of any military or terrorist attack upon or within the United States, or any of its territories, possessions or diplomatic or consular offices or upon any military installation, equipment or personnel of the United States, (E) actions or omissions of the Party taken pursuant to Section 6.2(f) and (j) and Section 6.5(g) of this Agreement or with the prior written consent of the other Party in contemplation of the transactions contemplated hereby, (F) events, facts or circumstances described in Section 4.22 of the National City Disclosure Letter and Section 5.31 of the MAF Disclosure Letter and (G) the announcement of this Agreement or the transactions contemplated hereby.

“ MAF Bank ” means MAF Bank, fsb, a federally chartered savings bank and a wholly-owned Subsidiary of MAF.

“ MAF Value Per Share ” means the product of the Exchange Ratio (prior to giving effect to clause (b) in the definition of Exchange Ratio above) multiplied by the Average National City Stock Price.

“ National City Common Stock ” means the common stock, par value $4.00 per share, of National City.

“ National City Disclosure Letter ” means a letter delivered by National City to MAF on or before the execution and delivery of this Agreement setting forth, among other things, items the disclosure of which is required under this Agreement, either in response to an express disclosure requirement contained in a provision of this Agreement or as an exception to one or more of the representations, warranties or covenants of National City contained in this Agreement. The National City Disclosure Letter is arranged in a format in which the disclosures made therein are arranged in paragraphs or sections corresponding to the numbered and lettered sections and subsections of this Agreement, however, the matters expressly disclosed in the National City Disclosure Letter shall not be specifically limited to the corresponding representation, warranty or covenant to which such disclosure paragraph or section relates. The inclusion of any matter in the National City Disclosure Letter shall not be deemed an admission or otherwise to imply that any such matter is material for purposes of this Agreement or any other reason.

“ OTS ” means the Office of Thrift Supervision.

“ PBGC ” means the Pension Benefit Guaranty Corporation.

“ Permitted Real Property Encumbrances ” means taxes and assessments, both general and special, which are a Lien but not yet due and payable, zoning and land use restrictions arising under applicable Law, easements and other matters of record that do not adversely affect the current use or value of the Owned Real Property.

“ Person ” is to be interpreted broadly to include any Governmental Authority, bank, savings association, joint-stock company, individual, partnership, firm, corporation, limited liability company, association, trust, unincorporated organization or other entity, as well as any syndicate or group that would be deemed to be a person under Section 13(d)(3) of the Exchange Act.

“ RSUs ” means restricted stock units under a MAF Option Plan.

“ Sarbanes-Oxley Act ” means the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated thereunder.

“ SEC ” means the United States Securities and Exchange Commission.

“ Secretary of State of Delaware ” means the Secretary of State for the State of Delaware.

“ Securities Act ” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“ Subsidiary ” of any Person means another Person, an amount of the voting securities, other voting ownership or voting partnership interests of which is sufficient to elect at least a majority of its board of directors or other governing body (or, if there are no such voting interests, fifty percent (50%) or more of the equity interests of which) or is owned directly or indirectly by such first Person or by another subsidiary of such first Person.

“ Significant Subsidiary ” has the meaning ascribed to that term in Rule 1-02 of Regulation S-X promulgated by the SEC.

“ Tax ” or “ Taxes ” means any and all federal, state, local, or foreign income, payroll, withholding tax, gross receipts, assessments, charges, license, excise, severance, stamp, occupation, premium, windfall profits, environmental (including taxes under Section 59A of the Code), capital stock, franchise, profits, real property, personal property, sales, use, transfer, registration, value added, alternative or add on minimum, estimated, or other tax of any kind whatsoever, including any interest, penalty, or addition thereto, whether disputed or not.

“ Tax Return ” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes (including, without limitation, returns for estimated and withholding Taxes), including any schedule or attachment thereto, and including any amendment thereof.

“ U.S. GAAP ” means United States generally accepted accounting principles and practices as in effect at the date of the financial statement to which it refers, applied consistently by a Person in the preparation of such financial statements throughout the periods involved.

1.2     Other Terms . The following terms shall have the meanings defined in the Preamble, Recital or Section indicated.

1.3     Interpretation and Rules of Construction . In this Agreement, except to the extent that the context otherwise requires, (i) when a reference is made in this Agreement to the Preamble, a Recital, Article, Section, Exhibit or Schedule, such reference is to the Preamble, Recital, Article or Section of, or an Exhibit or a Schedule to, this Agreement unless otherwise indicated, (ii) the headings for this Agreement are for reference purposes only and do not affect in any way the meaning or interpretation of this Agreement, (iii) whenever the words “include,” “includes” or “including” are used in this Agreement, they are deemed to be followed by the words “without limitation”, (iv) the words “hereof,” “herein,” “below,” “above” or “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement, (v) all terms defined in this Agreement have the defined meanings when used in any certificate or other document made or delivered pursuant hereto, unless otherwise defined therein, (vi) the definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms, (vii) any Law defined or referred to herein or in any agreement or instrument that is referred to herein means such Law or statute as from time to time amended, modified or supplemented, including by succession of comparable successor Laws, (viii) references to a Person are also to its permitted successors and assigns, (ix) the use of “or” means “either or both” unless expressly indicated otherwise, (x) unless otherwise specified in this Agreement, all references to currency, monetary values and dollars set forth herein shall mean United States (U.S.) dollars, (xi) references to “the

date of this Agreement” or “the date hereof” are to April 30, 2007, (xii) references to any Governmental Authority include any successor to that Governmental Authority and (xiii) references to the “transactions contemplated hereby” includes the transactions provided in this Agreement and the Exhibits or Schedules to it. The Parties acknowledge that each Party and its counsel have reviewed and revised this Agreement and that no rule of construction to the effect that any ambiguities are to be resolved against the drafting Party shall be employed in the interpretation of this Agreement (including all Schedules and Exhibits and Disclosure Letters) or any amendments, supplements or modifications hereto. No provision of this Agreement is to be construed to require, directly or indirectly, any Person to take any action, or omit to take any action, to the extent such action or omission would violate applicable Law (including statutory and common law).

2.1       Merger .

(a)       Merger . Subject to the terms and conditions of this Agreement, at the Effective Time, MAF will be merged with and into National City and the separate corporate existence of MAF will thereupon terminate. National City may at any time prior to the Effective Time change the method of effecting the combination of National City and MAF (including, without limitation, the provisions of this Section 2.1), if and to the extent it deems such change to be desirable, including, without limitation, a merger of either Party with a wholly-owned Subsidiary of the other Party; provided , however , that no such change shall (i) alter or change the amount or kind of consideration to be paid to holders of shares of MAF Common Stock as provided for in this Agreement, (ii) adversely affect the tax treatment of the transaction for holders of shares of MAF Common Stock or (iii) materially impede or delay consummation of the transactions contemplated by this Agreement. The Parties agree to reflect any such change in an appropriate amendment to this Agreement executed and delivered by the Parties.

(b)     Effective Time . Subject to the terms and conditions of this Agreement, on or before the Closing Date, provided this Agreement has not been terminated pursuant to Section 9.1 below, the Parties shall cause a certificate of merger complying with the requirements of Section 251 of the DGCL (the “ Delaware Certificate of Merger ”) to be filed with the Secretary of State of Delaware. The Parties will make all other filings or recordings required under the DGCL, and the Merger will become effective at the time of the later of the following events to occur: (i) the filing of the Delaware Certificate of Merger; or (ii) such later time as shall be specified in the Delaware Certificate of Merger (the “ Effective Time ”).

(c)     Effect of the Merger . The Merger will have the effects specified in the DGCL and other applicable Law. Without limiting the generality of the foregoing, National City will be the Surviving Corporation, and will continue its corporate existence in accordance with the DGCL, and the separate corporate existence of National City and all of its rights, privileges, powers and franchises, public as well as private, and all its debts, liabilities and duties as a corporation organized under the DGCL, will continue unaffected by the Merger.

(d)     Certificate of Incorporation and By-Laws . The certificate of incorporation and by-laws of National City in effect immediately prior to the Effective Time, shall be the certificate of incorporation and by-laws of the Surviving Corporation as of the Effective Time.

(e)     Directors and Officers .

(i)     The directors and officers of National City immediately prior to the Effective Time shall be the directors and officers, respectively, of the Surviving Corporation, from and after the Effective Time, until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the terms of the Surviving Corporation’s certificate of incorporation and by-laws and the DGCL.

(ii)     At or before the first meeting of the Board of Directors of National City following the Effective Time, in accordance with the by-laws of National City, the Board of Directors of National City shall, increase its size to such number as is necessary to create one vacancy and shall elect Allen H. Koranda (or, if such individual is determined prior to the Effective Time to be unable or unwilling to serve, then such other individual as may be designated by the Board of Directors of MAF and reasonably acceptable to National City) to fill such vacancy until the then next regular annual meeting of National City stockholders. In addition, National City’s Nominating and Board of Directors Governance Committee shall recommend such individual to National City’s stockholders for re-election as a director for the one year term commencing after the next regular annual meeting of the National City stockholders, so long as such recommendation will not violate National City’s Corporate Governance Guidelines or the Nominating and Board of Directors Governance Committee’s fiduciary obligations and such individual is willing to continue to serve as director and meets the director qualifications set forth in National City’s Corporate Governance Guidelines in effect at the time of such recommendation.

(f)     Additional Actions . If, at any time after the Effective Time, National City shall consider or be advised that any further deeds, assignments or assurances or any other acts are necessary or desirable to (i) vest, perfect or confirm, of record or otherwise, in National City its right, title or interest in, to or under any of the rights, properties or assets of National City or MAF, or (ii) otherwise carry out the purposes of this Agreement, National City and MAF and their respective officers and directors shall be deemed to have granted to the Surviving Corporation an irrevocable power of attorney to execute and deliver all such deeds, assignments or assurances in Law or any other acts as are necessary or desirable to (A) vest, perfect or confirm, of record or otherwise, in National City its right, title or interest in, to or under any of the rights, properties or assets of National City or MAF or (B) otherwise carry out the purposes of this Agreement, and the officers and directors of National City are authorized in the name of National City or MAF or otherwise to take any and all such action.

3.1     Consideration; Conversion of Shares .

(a)     Merger Consideration . Subject to Sections 3.1(b) and 3.1(f) below, at the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of MAF Common Stock, each share of MAF Common Stock issued and outstanding immediately prior to the Effective Time, with respect to each holder of record of such shares, will be converted into the right to receive a number of fully paid and non-assessable shares of National City Common Stock equal to the product (rounded down to the nearest whole share) of (i) the Exchange Ratio, multiplied by (ii) the number of shares of MAF Common Stock held by such holder of record (such product and the consideration provided in Section 3.1(f) below dealing with fractional shares, is referred to herein as, the “ Merger Consideration ”). Notwithstanding anything in this Section 3.1(a) to the contrary, at the Effective Time, by virtue of the Merger, each share of MAF Common Stock (A) beneficially owned by National City or any direct or indirect National City Subsidiary (except for any such shares held in trust accounts, managed accounts or in any similar manner as trustee or in a fiduciary or custodial capacity (“ Trust Account Shares ”) or acquired in satisfaction of debts previously contracted (“ DPC Shares ”)), and (B)  shares of MAF Common Stock held in the treasury of MAF, will be cancelled and no shares of National City Common Stock or other consideration will be issued or paid in exchange therefor.

(b)     Cancellation of Shares . At the Effective Time, the shares of MAF Common Stock will no longer be outstanding and will automatically be cancelled and will cease to exist. At and after the Effective Time, certificates that represented shares of MAF Common Stock before the Effective Time shall only represent the right to receive the Merger Consideration.

(c)     Rights of Stockholders . At the Effective Time, holders of MAF Common Stock will cease to be, and will have no rights as, stockholders of MAF, other than rights to (i) receive any then declared and unpaid dividend or other distribution with respect to such MAF Common Stock having a record date before the Effective Time and (ii) receive the Merger Consideration provided under this Article III. After the close of business on the Business Day immediately preceding the date of the Effective Time, there will be no transfers of shares of MAF Common Stock on the stock transfer books of MAF, and shares of MAF Common Stock presented to the Surviving Corporation for any reason will be canceled and exchanged in accordance with this Article III.

(d)     Anti-Dilution Adjustments . If National City changes (or the Board of Directors of National City sets a related record date that will occur before the Effective Time and after setting the Exchange Ratio for a change in) the number or kind of shares of National City Common Stock outstanding by way of a stock split, stock dividend, recapitalization, reclassification, reorganization or similar transaction, then the Exchange Ratio will be adjusted proportionately to account for such change.

(e)     Effect on National City Common Stock . Each share of National City Common Stock outstanding immediately prior to the Effective Time will remain outstanding.

(f)     No Fractional Shares . Notwithstanding any other provision of this Agreement to the contrary, neither certificates nor scrip for fractional shares of National City Common Stock shall be issued in the Merger. Each holder of shares of MAF Common Stock who otherwise would have been entitled to a fraction of a share of National City Common Stock shall receive in lieu thereof cash (without interest) in an amount determined by multiplying the fractional share interest to which such holder would otherwise be entitled (after taking into account all shares of MAF Common Stock owned by such holder at the Effective Time) by the Average National City Stock Price. No such holder shall be entitled to dividends, voting rights or any other rights of a stockholder of National City in respect of any fractional share of National City Common Stock.

3.2     Conversion of Stock Options and RSU’s .

(a)     At the Effective Time, by virtue of the Merger and without any action on the part of any holder of any outstanding option to purchase shares of MAF Common Stock granted by MAF or its predecessors pursuant to MAF’s existing stock option plans listed in Section 3.2(a) of the MAF Disclosure Letter (the “ MAF Option Plans ”), whether vested or unvested (each, a “ MAF Option ”), each MAF Option that is outstanding and unexercised immediately prior to the Effective Time shall cease to represent a right to acquire shares of MAF Common Stock and shall be converted automatically into the right to acquire shares of National City Common Stock (a “ Converted Option ”), on the same terms and conditions as were applicable under the terms of the MAF Option Plan under which the MAF Option was granted and the applicable award agreement thereunder, including, but not limited to, vesting, such number of shares of National City Common Stock and at such an exercise price per share determined as follows:

(i)     The number of shares of National City Common Stock subject to a Converted Option shall be equal to the product of (A) the number of shares of MAF Common Stock purchasable upon exercise of the MAF Option and (B) the Exchange Ratio, the product being rounded down to the nearest whole share; and

(ii)     The exercise price per share of National City Common Stock purchasable upon exercise of a Converted Option shall be equal to (A) the exercise price per share of MAF Common Stock under the MAF Stock Option divided by (B) the Exchange Ratio, the quotient being rounded up to the nearest cent.

As soon as practicable after the Closing Date, National City will provide each Optionee with a letter confirming the number of shares of National City Common Stock, exercise price and other relevant terms and conditions of the Converted Option.

(b)     At the Effective Time, by virtue of the Merger and without any action on the part of any holder of RSUs, all RSUs outstanding immediately prior to the Effective Time shall be converted to a number of RSUs equal to the number of RSUs held by such holder immediately prior to the Effective Time multiplied by the Exchange Ratio. At and after the Effective Time, each outstanding RSU (a “ Converted RSU ”) shall represent the right to receive a share of National City Common Stock in accordance with the terms of the agreements and plans

applicable thereto. Upon the conversion of the RSUs of a holder to National City Common Stock, cash shall be paid in lieu of any fractional share interest of such holder.

3.3     Exchange of Certificates .

(a)     Exchange Agent . Prior to the Effective Time, National City shall designate National City Bank, or a depository or trust institution of recognized standing selected by National City and reasonably satisfactory to MAF, to act as exchange agent (the “ Exchange Agent ”) in connection with the Merger pursuant to an exchange agent agreement providing for, among other things, the matters set forth in this Section 3.3. Except as set forth herein, from and after the Effective Time each holder of a certificate(s) evidencing share(s) of MAF Common Stock (the “ Old Certificates ”) shall be entitled to receive in exchange therefor, upon surrender thereof to the Exchange Agent, the Merger Consideration for the shares of MAF Common Stock so represented by the Old Certificate surrendered by such holder thereof. The certificates representing shares of National City Common Stock that constitute the Merger Consideration shall be properly issued and countersigned and executed and authenticated, as appropriate.

(b)     Exchange Fund . As of the Effective Time, for the benefit of the holders of Old Certificates, National City shall make available to the Exchange Agent (i) the number of shares of National City Common Stock issuable to holders of Old Certificates pursuant to Section 3.1(a) above and (ii) the estimated cash payable pursuant to Section 3.1(f) above with respect to fractional shares. The Exchange Agent shall invest any deposited cash as directed by National City. Any net profit resulting from, or interest or income produced by, such investments will be payable to National City. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the shares of National City Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect to such shares for the account of the Persons entitled thereto.

(c)     Notice of Exchange . Within five (5) Business Days after its receipt of the necessary MAF shareholder information in a format compatible with the Exchange Agent’s systems, National City shall cause the Exchange Agent to mail and/or make available to each record holder of Old Certificates a notice and letter of transmittal (the “ Letter of Transmittal ”) advising such holder of the effectiveness of the Merger and the procedures to be used in effecting the surrender of the Old Certificate(s) for exchange. Upon surrender to the Exchange Agent of Old Certificate(s), together with a Letter of Transmittal duly executed and completed in accordance with the instructions thereon, and such other documents as may reasonably be requested, the Exchange Agent shall promptly deliver to the Person entitled thereto appropriate dividends or other distributions as provided in Section 3.3(f) below and the Merger Consideration for the shares of MAF Common Stock represented by the Old Certificate(s) surrendered by such holder thereof, and such Old Certificate(s) shall forthwith be canceled. At National City’s option, National City shall issue a certificate or evidence of shares in book entry form, representing the number of shares of National City Common Stock (a “ New Certificate ”) issuable to the holder of the Old Certificate(s) under this Article III

(d)     Transfer . If delivery of all or part of the Merger Consideration is to be made to a Person other than the Person in whose name a surrendered Old Certificate is

registered, it shall be a condition to such delivery or exchange that the Old Certificate surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the Person requesting such delivery or exchange shall have paid any transfer and other Taxes required by reason of such delivery or exchange in a name other than that of the registered holder of the Old Certificate surrendered or shall have established to the reasonable satisfaction of the Exchange Agent that such Tax either has been paid or is not payable.

(e)     Right to Merger Consideration . Until surrendered and exchanged in accordance with this Section 3.3, Old Certificates shall, after the Effective Time, represent solely the right to receive in exchange therefor the Merger Consideration, together with any dividends or other distributions as provided in Section 3.3(f) below, and shall have no other rights. From and after the Effective Time, National City and the Surviving Corporation shall be entitled to treat such Old Certificates that have not yet been surrendered for exchange as evidencing the right to the ownership of the Merger Consideration into which the shares of MAF Common Stock represented by such Old Certificates may be converted, notwithstanding any failure to surrender such Old Certificates. One hundred eighty (180) days following the Effective Time, the Exchange Agent shall deliver to National City any shares of National City Common Stock and funds (including any interest received with respect thereto) that National City has made available to the Exchange Agent and which have not been disbursed to holders of Old Certificates, and thereafter such holders shall be entitled to look to National City (subject to abandoned property, escheat or other similar Laws) with respect to the Merger Consideration deliverable or payable upon due surrender of their Old Certificates, together with any dividends or other distributions as provided in Section 3.3(f) below. Neither Exchange Agent nor any Party shall be liable to any holder of shares of MAF Common Stock for any shares of National City Common Stock (or dividends, distributions or interest with respect thereto) delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.

(f)     Distributions with Respect to Unexchanged Certificates . Whenever a dividend or other distribution is declared by National City on shares of National City Common Stock, the record date for which is at or after the Effective Time, the declaration shall include dividends or other distributions on all shares issuable pursuant to this Agreement, provided that no dividends or other distributions declared or made with respect to shares of National City Common Stock shall be paid to the holder of any unsurrendered Old Certificate with respect to the shares of National City Common Stock represented thereby until the holder of such Old Certificate shall surrender such Old Certificate in accordance with this Article III. Upon surrender of Old Certificate(s), there shall be paid to the record holder of the Old Certificate(s) the amount of dividends, if any, without interest, less any taxes that may have been imposed thereon with a record date after the Effective Time, which have become payable with respect to the number of whole shares of National City Common Stock represented by the Old Certificate(s). National City shall pay any dividends or make any other distributions with a record date prior to the Effective Time that may have been declared or made by MAF on MAF Common Stock in accordance with the terms of this Agreement on or prior to the Effective Time and which remain unpaid at the Effective Time.

(g)     Lost or Destroyed Exchanged Certificates . In the event that any Old Certificate shall have been lost, stolen or destroyed, the Exchange Agent shall deliver in exchange for such lost, stolen or destroyed Old Certificate, upon the making of an affidavit of

that fact by the holder thereof in form satisfactory to the Exchange Agent, the Merger Consideration, as may be required pursuant to this Agreement; provided , however , that the Exchange Agent may, in its sole discretion and as a condition precedent to the delivery of the Merger Consideration to which the holder of such Old Certificate is entitled as a result of the Merger, require the owner of such lost, stolen or destroyed Old Certificate to deliver a bond in such sum as it may direct as indemnity against any claim that may be made against MAF, National City or the Exchange Agent or any other party with respect to the Old Certificate alleged to have been lost, stolen or destroyed.

(h)     Rights With Respect to Unexchanged Certificates . After the Effective Time, holders of unsurrendered Old Certificates shall not have any rights as a stockholder of MAF, National City or the Surviving Corporation, including, without limitation, the right to vote at any meeting of any such entity’s stockholders.

(i)     Closing of MAF’s Transfer Books . The stock transfer books of MAF shall be closed at the close of business on the Business Day immediately preceding the date of the Effective Time. In the event of a transfer of ownership of shares of MAF Common Stock that is not registered in the transfer records of MAF, the Merger Consideration to be distributed pursuant to this Agreement may be delivered to a transferee, if an Old Certificate is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by payment of any applicable stock transfer taxes. National City and the Exchange Agent shall be entitled to rely upon the stock transfer books of MAF to establish the identity of those Persons entitled to a notice and Letter of Transmittal pursuant to Section 3.3(c) above and receive the Merger Consideration specified in this Agreement for their shares of MAF Common Stock, which books shall be conclusive with respect to the ownership of such shares. In the event of a dispute with respect to the ownership of any such shares, National City and the Exchange Agent shall be entitled to deposit any New Certificates not already delivered representing such disputed shares in escrow and thereafter be relieved with respect to any claims to such Merger Consideration.

3.4     Adjustments to Prevent Dilution . In the event that MAF changes the number of shares of MAF Common Stock, or securities convertible or exchangeable into or exercisable for shares of MAF Common Stock, issued and outstanding prior to the Effective Time as a result of a reclassification, stock split (including reverse stock split), stock dividend or distribution, recapitalization, subdivision, or similar transaction, the Merger Consideration shall be adjusted accordingly.

Except as disclosed in the National City Disclosure Letter, National City hereby represents and warrants to MAF that:

4.1     Corporate Organization . National City is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware and is duly qualified to do business as a foreign corporation in each jurisdiction in which its ownership or lease of property or the nature of the business conducted by it makes such qualification necessary, except for such jurisdictions in which the failure to be so qualified would not have nor reasonably expected to  

have, individually or in the aggregate, a Material Adverse Effect. National City is registered as a financial holding company under the BHC Act. National City has the requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as it is now being conducted. National City has delivered or made available to MAF true and complete copies of its certificate of incorporation and by-laws.

4.2     Authority . National City has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated herein have been duly approved by the Board of Directors of National City and no other corporate proceedings on the part of National City are necessary to authorize this Agreement or to consummate the transactions so contemplated by this Agreement. This Agreement has been duly executed and delivered by, and (assuming the due authorization, execution and delivery of this Agreement by MAF) constitutes the valid and binding obligation of National City enforceable against National City in accordance with its terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Laws affecting the enforcement of creditors’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceedings may be brought.

4.3     Capitalization . As of the date hereof, the authorized capital stock of National City consists of 1,400,000,000 shares of National City Common Stock and 5,000,000 shares of National City preferred stock. As of the close of business on April 27, 2007, (i) 582,383,655 shares of National City Common Stock were validly issued and outstanding, fully paid and nonassessable and (ii) 70,272 shares of preferred stock were issued, outstanding, fully paid and nonassessable. The exercise price per share of any outstanding options to purchase shares of National City Common Stock (“ National City Options ”) granted pursuant to stock option plans established by National City (a “ National City Option Plan ”) was determined based on the market value of such shares of National City Common Stock at the time such National City Options were granted. As of the date hereof, no National City Option (a) has a stated exercise price lower than the market value (as then defined in the respective National City Option Plan under which the National City Option was granted) for shares of the National City Common Stock on the date of grant, or (b) has a grant date “backdated.” As of the date hereof, except as set forth in this Section 4.3, pursuant to the exercise of employee stock options under National City’s various plans that authorize the issuance of stock options in effect, National City’s dividend reinvestment plan and stock grants made pursuant to National City’s various plans that authorize the issuance of stock options, restricted stock and/or stock, there are no other shares of capital stock of National City authorized, issued or outstanding and there are no outstanding subscriptions, options, warrants, rights, convertible securities or any other agreements or commitments of any character relating to the issued or unissued capital stock or other securities of National City obligating National City to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock of National City or obligating National City to grant, extend or enter into any subscription, option, warrant, right, convertible security or other similar agreement or commitment. As of the date hereof, except as provided in this Agreement, there are no voting trusts or other agreements or understandings to which National City or any National City Subsidiary is a party with respect to the voting of the capital stock of National  

4.4     Subsidiaries . The name and state of incorporation of each Significant Subsidiary of National City (each, a “ National City Significant Subsidiary ”) is set forth in Section 4.4 of the National City Disclosure Letter. Each National City Significant Subsidiary is a bank, a corporation, a limited liability company or other business entity or association duly organized, validly existing and in good standing (or the local Law equivalent) under the Laws of its respective jurisdiction of incorporation or organization and is qualified to do business as a foreign corporation or foreign business entity in each jurisdiction in which its ownership or lease of property or the nature of the business conducted by it makes such qualification necessary, except for such jurisdictions in which the failure to be so qualified would not have nor reasonably expected to have, individually or in the aggregate, a Material Adverse Effect. Each National City Significant Subsidiary has the requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its businesses as they are now being conducted. All outstanding shares of capital stock of each National City Significant Subsidiary are owned by National City or a Subsidiary of National City (a “ National City Subsidiary ”) and are validly issued, fully paid and (except pursuant to 12 USC Section 55 in the case of each national bank Subsidiary) nonassessable, are not subject to preemptive rights and are owned free and clear of all Liens. There are no outstanding subscriptions, options, warrants, rights, convertible securities or any other agreements or commitments of any character relating to the issued or unissued capital stock or other securities of any National City Significant Subsidiary obligating any National City Significant Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold additional shares of its capital stock or obligating any National City Significant Subsidiary to grant, extend or enter into any subscription, option, warrant, right, convertible security or other similar agreement or commitment.

4.5     Information in Registration Statement and Proxy Statement . None of the information with respect to National City or any National City Subsidiary provided by National City for inclusion in (i) the registration statement to be filed with the SEC by National City on Form S-4 under the Securities Act, for the purpose of registering the shares of National City Common Stock to be issued in the Merger (the “ Registration Statement ”) and (ii) any proxy statement of MAF (the “ Proxy Statement ”) required to be mailed to MAF’s stockholders in connection with the Merger will, in the case of the Proxy Statement or any amendments or supplements thereto, at the time of the mailing of the Proxy Statement and any amendments or supplements thereto, and at the time of the MAF Meeting, or, in the case of the Registration Statement, at the time it becomes effective, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Registration Statement will comply as to form in all material respects with the provisions of the Securities Act and the rules and regulations promulgated thereunder.

4.6       Consents and Approvals; No Violation . Neither the execution and delivery of this Agreement by National City nor the consummation by National City of the transactions

contemplated hereby will (a) conflict with or result in any breach of any provision of its certificate of incorporation or by-laws of National City, (b) violate, conflict with, constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in the creation of any Lien upon any of the properties or assets of National City or any National City Subsidiary under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which National City or any National City Subsidiary is a party or to which they or any of their respective properties or assets are subject, except for such violations, conflicts, breaches, defaults, terminations, accelerations or creations of Liens, which will not have nor reasonably expected to have, individually or in the aggregate, a Material Adverse Effect, or (c) require any consent, approval, authorization or permit of or from, or filing with or notification to, any Governmental Authority, except (i) pursuant to the Exchange Act and the Securities Act, (ii) filing the Delaware Certificate of Merger, (iii) filings with, and approval by, the FRB, (iv) filings with, and approvals by the OTS, (v) filings with, and approvals required under securities or blue sky Laws of the various states (vi) filings with, and approvals by, state regulatory agencies (including, but not limited to, other state bank and insurance regulatory agencies) as may be required (collectively, the “ State Entities ”), (vii) filings and approvals pursuant to any applicable state takeover Law, or (ix) consents, approvals, authorizations, permits, filings or notifications which, if not obtained or made will not have nor reasonably expected to have, individually or in the aggregate, a Material Adverse Effect.

4.7     Reports and Financial Statements .

(a)     Since January 1, 2002, National City and each National City Subsidiary have timely filed all reports, registrations and statements, together with any required amendments thereto, that they were required to file with the SEC under Sections 12(b), 12(g), 13(a) or 14(a) of the Exchange Act, including, but not limited to, Forms 10-K, Forms 10-Q and proxy statements (the “ National City Reports ”). National City has delivered or made available to MAF true and complete copies of each of National City’s annual reports on Form 10-K for fiscal years 2002 through 2006. As of their respective dates, the National City Reports complied with the requirements of the Exchange Act and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstance under which they were made, not misleading. The audited consolidated financial statements and unaudited interim financial statements of National City included in the National City Reports (i) have been prepared in accordance with U.S. GAAP applied on a consistent basis (except as may be indicated therein or in the notes thereto) and (ii) fairly present the consolidated financial position of National City and National City Subsidiaries taken as a whole as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended subject, in the case of the unaudited interim financial statements, to normal year-end adjustments and any other adjustments described therein. There exist no material liabilities of National City and its consolidated Subsidiaries, contingent or otherwise of a type required to be disclosed in accordance with U.S. GAAP as in effect as of the respective dates of such financial statements, except as disclosed in the National City Reports.

(b)     National City has delivered or made available to MAF true and complete copies of an unaudited consolidated income statement of National City for the period of January 1, 2007 through March 31, 2007 and unaudited consolidated balance sheet of National City as of March 31, 2007 (the “ National City Unaudited Interim Financial Information ”). The National City Unaudited Interim Financial Information (i) has been accurately derived from the books and records of National City, (ii) fairly presents, in all material respects, the financial condition and the results of operations of National City and National City Subsidiaries taken as a whole as of the respective dates and for the periods indicated, and (iii) were prepared on a basis consistent with the accounting principles and practices that National City used to prepare its periodic income and financial statements for its quarterly report on Form 10-Q for September 30, 2006, except for new accounting standards that were adopted subsequent to September 30, 2006, and prior to March 31, 2007. National City’s reserve for possible loan losses as shown in the National City Unaudited Interim Financial Information was adequate, within the meaning of U.S. GAAP and safe and sound banking practices.

4.8     Taxes . National City has delivered or made available to MAF true and correct copies of the Tax Returns filed by National City and each National City Subsidiary for each of the fiscal years that remains open, as of the date hereof, for examination or assessment of Tax. National City and each National City Subsidiary have prepared in good faith and duly and timely filed, or caused to be duly and timely filed, all Tax Returns required to be filed by them on or before the date hereof, except to the extent that all such failures to file, would not have nor reasonably expected to have, individually or in the aggregate, a Material Adverse Effect. National City and each National City Subsidiary have paid, or have made adequate provision or set up an adequate accrual or reserve, within the meaning of U.S. GAAP, for the payment of, all Taxes, shown or required to be shown to be owing on all such Tax Returns, together with any interest, additions or penalties related to any such Taxes or to any open taxable year or period. Neither National City nor any National City Subsidiary has consented to extend the statute of limitations with respect to the assessment of any Tax. Neither National City nor any National City Subsidiary is a party to any Action, nor to the Knowledge of National City, is any such Action threatened, by any Governmental Authority in connection with the determination, assessment or collection of any Taxes, and no deficiency notices or reports have been received by National City or any National City Subsidiary in respect of any material deficiencies for any Tax.

4.9     Employee Plans .

(a)     All employee benefit, welfare, bonus, deferred compensation, pension, profit sharing, stock option, employee stock ownership, consulting, severance, or fringe benefit plans, formal or informal, written or oral, and all trust agreements related thereto, relating to any present or former directors, officers or employees of National City or any National City Subsidiary (collectively, the “ National City Employee Plans ”) have been maintained, operated, and administered in compliance with their terms in all material respects and currently comply, and have at all relevant times complied, in all material respects with the applicable requirements of ERISA, the Code, and any other applicable Laws.

(b)     With respect to each National City Employee Plan that is a pension plan (as defined in Section 3(2) of ERISA) (i) except for recent amendment(s) to the plans not

materially affecting the qualified status of the plans (which are disclosed in, and copies of which are attached to, Section 4.9(b) of the National City Disclosure Letter), each pension plan as amended (and any trust relating thereto) intended to be a qualified plan under Section 401(a) of the Code, either (A) has been determined by the IRS to be so qualified, (B) is the subject of a pending application for such determination that was timely filed, or (C) will be submitted for such a determination prior to the end of the “remedial amendment period” within the meaning of Section 401(b) of the Code, (ii) there is no accumulated funding deficiency (as defined in Section 302 of ERISA and Section 412 of the Code), whether or not waived, and no waiver of the minimum funding standards of such sections has been requested from the IRS, (iii) neither National City nor any National City Subsidiary has provided, or is required to provide, security to any pension plan pursuant to Section 401(a)(29) of the Code, (iv) no reportable event described in Section 4043 of ERISA for which the thirty (30) day reporting requirement has not been waived has occurred, (v) no defined benefit plan has been terminated without first receiving a determination letter from the IRS, nor has the PBGC instituted proceedings to terminate a defined benefit plan or to appoint a trustee or administrator of a defined benefit plan, and no circumstances exist that constitute grounds under Section 4042(a)(2) of ERISA entitling the PBGC to institute any such proceedings, and (vi) no pension plan is a “multiemployer plan” within the meaning of Section 3(37) of ERISA or a “multiple employer plan” within the meaning of 413(c) of the Code.

(c)     Neither National City nor any National City Subsidiary has incurred any liability to the PBGC with respect to any “single employer plan” within the meaning of Section 4001(a)(15) of ERISA currently or formerly maintained by any Person considered one employer with it under Section 4001 of ERISA or Section 414 of the Code, except for premiums all of which have been paid when due. Neither National City nor any National City Subsidiary has incurred any withdrawal liability with respect to a multiemployer plan under Subtitle E of Title IV of ERISA. To the Knowledge of National City, there is no basis for any Person to assert that National City or any National City Subsidiary has an obligation to institute any Employee Plan or any such other arrangement, agreement or plan.

(d)     With respect to any insurance policy that heretofore has or currently does provide funding for benefits under any National City Employee Plan, (i) as of the date hereof, there is no material liability on the part of National City or any National City Subsidiary in the nature of a retroactive or retrospective rate adjustment, loss sharing arrangement, or other actual or contingent liability, nor would there be any such liability if such insurance policy was terminated, and (ii) no insurance company issuing such policy is in receivership, conservatorship, liquidation or similar proceeding and, to the Knowledge of National City, no such proceeding with respect to any such insurer is imminent.

(e)      Neither the execution of this Agreement, nor the consummation of the transactions contemplated hereby will (i) constitute a stated triggering event under any National City Employee Plan that will result in any payment (whether of severance pay or otherwise) becoming due from National City or any National City Subsidiary to any present or former officer, employee, director, stockholder, consultant or dependent of any of the foregoing or (ii) accelerate the time of payment or vesting, or increase the amount of compensation due to any present or former officer, employee, director, stockholder, consultant, or dependent of any of the foregoing.

(f)     Neither National City nor any National City Subsidiary has any obligations for retiree health and life benefits under any National City Employee Plan, program or contract. There are no restrictions on the rights of National City or any National City Subsidiary to amend or terminate any such National City Employee Plan without incurring any liability thereunder.

4.10     Material Contracts . Except as disclosed in the National City Reports or Section 6.5(g) of the Agreement, neither National City nor any National City Subsidiary is a party to, or is bound or affected by, or receives benefits under (a) any employment, severance, termination, consulting or retirement agreement (collectively, “ Benefit Agreements ”) that was required to be filed with the SEC pursuant to Item 402 of Regulation S-K of the Exchange Act, (b) any material agreement, indenture or other instrument relating to the borrowing of money by National City or any National City Subsidiary or the guarantee by National City or any National City Subsidiary of any such obligation (other than trade payables and instruments relating to borrowings or guaranties made in the ordinary course of business) or (c) any other contract or agreement or amendment thereto that would be required to be filed as an exhibit to a Form 10-K filed by National City with the SEC as of the date thereof (each, a “ National City Contract ”). National City has delivered or made available to MAF a correct and complete copy of each National City Contract, together with all amendments and supplements thereto. Neither National City nor any National City Subsidiary is in default under any National City Contract, which default is reasonably likely to have, either individually or in the aggregate, a Material Adverse Effect, and there has not occurred any event that with the lapse of time or the giving of notice or both would constitute such a default.

4.11     [ Reserved ].

4.12     Litigation . Except as disclosed in the National City Reports, there is no Action pending, or, to the Knowledge of National City, threatened against or affecting National City or any National City Subsidiary that, if decided adversely to National City or any applicable National City Subsidiary, would be reasonably expected to result in a Material Adverse Effect, nor is there any Governmental Order outstanding against National City or any of National City Subsidiary having, or which would, to the Knowledge of National City, now or in the future have, or would reasonably be expected to have a Material Adverse Effect.

4.13     Compliance with Laws .

(a)     National City and each National City Subsidiary hold all licenses, franchises, permits and authorizations necessary for the lawful conduct of their respective businesses under and pursuant to each, and have complied in all respects with and are not in default in any respect under any, applicable Law, and implementing rules, regulations or publicly-issued statements of policy of any Governmental Authority relating to National City or any National City Subsidiary, except where the failure to hold such license, franchise, permit or authorization or such noncompliance or default is not reasonably likely to have, either individually or in the aggregate, a Material Adverse Effect.

(b)     Except as disclosed in the National City Reports, the businesses of National City and each National City Subsidiary are not being conducted in violation of any

applicable Law or Governmental Order (including, without limitation, in the case of a National City Subsidiary that is a bank, all applicable Laws pertaining to the conduct of the banking business and the exercise of trust powers), except for violations that individually or in the aggregate do not, and, to the Knowledge of National City, will not, have a Material Adverse Effect. To the Knowledge of National City, any National City Subsidiary that is a bank is not in violation of those Laws applicable to depository institutions, and corresponding regulations and publicly-issued statements of policy of any Governmental Authority relating to the Community Reinvestment Act (“ CRA ”), privacy Laws, the Bank Secrecy Act, as amended (the “ BSA ”), or anti-money laundering statutes in a manner that would materially delay the receipt of approvals of Governmental Authorities required to consummate the transactions contemplated in this Agreement. Other than regulatory examinations conducted in the ordinary course, no investigation or review by any Governmental Authority with respect to National City or any National City Subsidiary is pending or, to the Knowledge of National City, threatened, nor has any Governmental Authority indicated an intention to conduct the same in each case other than those the outcome of which will not have nor reasonably expected to have, individually or in the aggregate, a Material Adverse Effect.

(c)     Except as is not reasonably likely to have, either individually or in the aggregate, a Material Adverse Effect, National City and each National City Subsidiary have properly administered all accounts for which it acts as a fiduciary, including accounts for which it serves as a trustee, agent, custodian, personal representative, guardian, conservator or investment advisor, in accordance with the terms of the governing documents, applicable Laws and common law. None of National City, any National City Subsidiary, or any director, officer or employee of National City or of any National City Subsidiary, has committed any breach of trust or fiduciary duty with respect to any such fiduciary account that is reasonably likely to have, either individually or in the aggregate, a Material Adverse Effect, and the accountings for each such fiduciary account are true and correct and accurately reflect the assets of such fiduciary account except as would not be reasonably likely to have, either individually or in the aggregate, a Material Adverse Effect.

4.14     Agreements with Regulators, Etc . Neither National City nor any National City Subsidiary is a party to any written agreement or memorandum of understanding with, or a party to any commitment letter with, board resolution or similar undertaking to, or is a recipient of any extraordinary supervisory letter from, or is subject to any other Governmental Order by, any Governmental Authority, which (i) restricts materially the conduct of its business, (ii) may materially delay the receipt of approvals of Governmental Authorities required to consummate the transactions contemplated by this Agreement, or (iii) in any manner relates to its capital adequacy, its credit or reserve policies or its management, nor has National City been advised by any Governmental Authority that it is contemplating issuing or requesting (or is considering the appropriateness of issuing or requesting) any such agreement, memorandum of understanding, extraordinary supervisory letter, commitment letter or other Governmental Order. Neither National City nor any National City Subsidiary is required by Section 32 of the Federal Deposit Insurance Act, as amended (“ FDIA ”) to give prior notice to a Federal banking agency of the proposed addition of any individual to its Board of Directors or the employment of an individual as a senior executive officer. To the Knowledge of National City, there is no reason why the regulatory approvals referred to in Section 4.6(c) above should not be obtained.

4.15     National City Ownership of MAF Common Stock . As of the date of this Agreement, neither National City nor any of its Affiliates (i) beneficially owns, directly or indirectly, or (ii) are parties to any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of, MAF Common Stock (other than DPC Shares or Trust Account Shares), which in the aggregate, represent five percent (5%) or more of the outstanding shares of MAF Common Stock.

4.16     Financial Advisors . Neither National City nor any National City Subsidiary has paid or will become obligated to pay any fee or commission to any broker, finder, intermediary or any other Person in connection with, or as a result of, the transactions contemplated by this Agreement.

4.17     National City Action . The Board of Directors of National City (at a meeting duly call